Alcoa Puts 3 Dissidents on Board, Just Meeting Activist's Deadline

Alcoa (AA) agreed Monday -- the date of a key director election deadline -- to install three dissident directors suggested by activist investor Elliott Management Corp.'s Paul Singer on both its board and the board of a soon-to-be-completed spinoff of its aerospace and auto components manufacturing business.

As part of the deal, Alcoa will add three dissident directors -- Ulrich Schmidt, John Plant and Sean Mahone -- to the board of directors at the company's traditional bauxite mining- and aluminum-producing business.

The board will be expanded to 15 members from 13 as part of the agreement. The three Elliott-backed directors will also be installed on a yet-to-be formed board of Alcoa's spun-off manufacturing business. The spinoff, which was announced in September, is expected to close in the second half of 2016.

Alcoa unveiled the agreement on the deadline for dissidents to nominate director candidates to Alcoa's staggered board, according to its March 19 proxy statement. The timing of the settlement suggests Elliott, a prolific activist fund that often nominates dissident directors, was preparing a slate of nominees to put up for election to Alcoa's board at its 2016 annual meeting. Elliott has launched roughly 96 campaigns at 92 companies including 13 proxy fights since 1994, according to FactSet.

Elliott Management has accumulated a roughly 7.5% Alcoa stake, including common shares, derivatives and options, over the last several months, according to a securities filing Monday. The fund launched its activist campaign in November with a 6.4% economic exposure to Alcoa. At the time it announced plans to engage in "constructive" dialogue with Alcoa's board and management about "a number of other additional available opportunities" it has to maximize shareholder value.

It is possible that Elliott's directors may urge one of the Alcoa units post-split to sell themselves or some of their assets. Elliott's common share stake, acquired between Oct. 7 and Nov. 20 for between $8.64 a share and $10.97 a share, suggests a substantial premium may be necessary.

Shares of Alcoa closed Monday at $7.21 and is down 1.4% in pre-market trading to $7.11. The company has a $9.4 billion market capitalization. The stock has been largely on a downward trajectory since the Elliott campaign was launched, partly due to a significant drop in the price of aluminum in recent years as some analysts worry about continued oversupply in 2016.

Alcoa shares traded at about $9.15 a share in the morning on Nov. 23, the day Elliott began its public activist campaign at Alcoa. The company had a market capitalization of just under $12 billion then.

One analyst following Alcoa suggested that parts of each business could potentially be of interest for a variety of buyers. "Even when you split the company in two even those businesses are broad enough that they could be broken up further," he said.

He added that even the primary aluminum business, which he described as the "crummy" part of the overall business, could be combined with another company with a similar aluminum operation. In addition, parts of the soon-to-be spun-off business, which manufactures aerospace, auto and truck components, would find willing buyers. "There are a number of companies that would want certain parts of the manufacturing business," he added.

The three activist-backed directors bring automotive and aerospace experience to Aloca's board. Schmidt, the former executive vice president and CFO of Spirit Aerosystems Holdings (SPR) , served on the board of Precision Castparts (PCP) between 2007 and January. He was CFO of Goodrich between 2000 and 2005. Plant is the former CEO of TRW Automotive, which was acquired by ZF Friedrichshafen in May 2015 and Mahoney, a private investor, currently serves on the board of Delphi Automotive (DLPH) , Cooper-Standard Holdings (CPS) and Formula One Holdings, as well as the post-bankruptcy board of Lehman Brothers Holdings.

"Each of our new directors is a high-caliber executive with a proven track record of success, and each brings valuable skills highly relevant to the markets we serve, including aerospace and automotive," said Alcoa CEO Klaus Kleinfeld in a statement.